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According to Moody's, the rating actions taken on the notes
result primarily from an increase in the overcollateralization ratios
of the notes since the rating action in July 2009.

The overcollateralization ratios of the rated notes have improved since
the rating action in July 2009. The Senior and Mezzanine overcollateralization
ratios are reported at 118.64% and 106.45%,
respectively, versus June 2009 levels of 111.49% and
100.19%, respectively, and all related overcollateralization
tests are currently in compliance. Moody's also notes that
the Class E Notes are no longer deferring interest and that all previously
deferred interest has been paid in full.

The credit quality of the underlying portfolio has been stable since the
rating action in July 2009. In particular, as of the latest
trustee report dated January 7, 2011, the weighted average
rating factor is currently 2461 compared to 2451 in the June 2009 report,
and securities rated Caa1/CCC+ or lower make up approximately 3.6%
of the underlying portfolio versus 4.7% in June 2009.
Additionally, the deal experienced a decrease in defaulted securities.
Defaults now total about $9 million of the underlying portfolio
compared to $26 million in June 2009.

Due to the impact of revised and updated key assumptions referenced in
"Moody's Approach to Rating Collateralized Loan Obligations" and
"Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's reported
numbers. In its base case, Moody's analyzed the underlying
collateral pool to have a performing par balance, including principal
proceeds, of $461 million, defaulted par of $8.9
million, weighted average default probability of 24.76%
(implying a WARF of 3314), a weighted average recovery rate upon
default of 44.9%, and a diversity score of 55.
These default and recovery properties of the collateral pool are incorporated
in cash flow model analysis where they are subject to stresses as a function
of the target rating of each CLO liability being reviewed. The
default probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the collateral
pool. The average recovery rate to be realized on future defaults
is based primarily on the seniority of the assets in the collateral pool.
In each case, historical and market performance trends, and
collateral manager latitude for trading the collateral are also factors.

Franklin CLO V, Limited, issued in May 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured loans.

The principal methodology used in rating Franklin CLO V, Limited,
was "Moody's Approach to Rating Collateralized Loan Obligations"
rating methodology published in August 2009.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or financial
instruments related to the monitoring of this transaction in the past
6 months.

Moody's modeled the transaction using the Binomial Expansion Technique,
as described in Section 2.3.2.1 of the "Moody's Approach
to Rating Collateralized Loan Obligations" rating methodology published
in August 2009.

In addition to the base case analysis described above, Moody's also
performed a number of sensitivity analyses to test the impact on all rated
notes, including the following:

1. Various default probabilities to capture potential defaults
in the underlying portfolio.

2. A range of recovery rate assumptions for all assets to capture
variability in recovery rates.

Below is a summary of the impact of different default probabilities (expressed
in terms of WARF levels) on all rated notes (shown in terms of the number
of notches' difference versus the current model output, where
a positive difference corresponds to lower expected losses), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2651)

Class A-1: 0

Class A-2: 0

Class B: +2

Class C: +2

Class D: +2

Class E: +2

Moody's Adjusted WARF + 20% (3977)

Class A-1: -2

Class A-2: -2

Class B: -2

Class C: -2

Class D: -3

Class E: 0

Below is a summary of the impact of different recovery rate levels on
all rated notes (shown in terms of the number of notches' difference
versus the current model output, where a positive difference corresponds
to lower expected losses), assuming that all other factors are held
equal:

Moody's Adjusted WARR + 2% (46.9%)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: 0

Class D: 0

Class E: +1

Moody's Adjusted WARR - 2% (42.9%)

Class A-1: -1

Class A-2: -1

Class B: 0

Class C: -1

Class D: -1

Class E: 0

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration of speculative-grade
debt maturing between 2012 and 2014 which may create challenges for issuers
to refinance. CDO notes' performance may also be impacted
by 1) the managers' investment strategies and behavior and 2) divergence
in legal interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described below:

1) Recovery of defaulted assets: Market value fluctuations in defaulted
assets reported by the trustee and those assumed to be defaulted by Moody's
may create volatility in the deal's overcollateralization levels.
Further, the timing of recoveries and the manager's decision
to work out versus selling defaulted assets create additional uncertainties.
Moody's analyzed defaulted recoveries assuming the lower of the
market price and the recovery rate in order to account for potential volatility
in market prices.

2) Other collateral quality metrics: The deal is allowed to reinvest
and the manager has the ability to deteriorate the collateral quality
metrics' existing cushions against the covenant levels. Moody's
analyzed the impact of assuming worse of reported and covenanted values
for weighted average rating factor, weighted average spread,
weighted average coupon, and diversity score. However,
as part of the base case, Moody's considered a weighted average
rating factor level lower than the covenant level and a weighted average
spread level higher than the covenant level due to large differences between
the reported and covenant levels.

Further information on Moody's analysis of this transaction is available
on www.moodys.com. In addition, Moody's publishes
a weekly summary of structured finance credit, ratings and methodologies,
available to all registered users of our web site, at www.moodys.com/SFQuickCheck.

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Please see ratings tab on the issuer/entity page on Moodys.com
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​